FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * Kowalski Kendall A 2. Issuer Name and Ticker or Trading Symbol HUNTINGTON BANCSHARES INC /MD/ [HBAN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Information Officer (Last) (First) (Middle) HUNTINGTON CENTER, 41 S. HIGH STREET 3. Date of Earliest Transaction (Month/Day/Year) 12/11/2025 (Street) COLUMBUS, OH 43215 4. If Amendment, Date Original Filed (Month/Day/Year) 6. Individual or Joint/Group Filing (Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 12/11/2025 M 23,358 A $16.08 91,384.829 D Common Stock 12/11/2025 M 19,143 A $13.77 110,527.829 D Common Stock 12/11/2025 M 6,662 A $14.81 117,189.829 D Common Stock 12/11/2025 S 1,547 D $17.935 115,642.829 D Common Stock 12/11/2025 F 41,596 D $17.96(1) 74,046.829 D Common Stock 12/12/2025 S 2,481 D $17.805 71,565.829 D Common Stock 6,723.171 I By Issuer's Supplemental Stock Purchase and Tax Savings Plan(2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee/Director Stock Option (Right to Buy)

$16.08

12/11/2025

M

23,358

03/26/2022(3)

03/26/2031

Common Stock

23,358

$ 0

0

D

Employee/Director Stock Option (Right to Buy)

$14.81

12/11/2025

M

6,662

05/01/2019(3)

05/01/2028

Common Stock

6,662

$ 0

0

D

Employee/Director Stock Option (Right to Buy)

$13.77

12/11/2025

M

19,143

05/01/2020(3)

05/01/2029

Common Stock

19,143

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Kowalski Kendall A HUNTINGTON CENTER 41 S. HIGH STREET COLUMBUS, OH 43215			Chief Information Officer

Signatures

Rachel L. Lawless, Attorney-in-Fact		12/15/2025
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Price represents a weighted average of the disposition price. Shares were disposed at prices ranging from $17.931 to $18.00. Upon the request by the SEC staff, the Issuer, or a security holder of the Issuer, the reporting person will provide the full information about the number of shares disposed at each separate price.
(2)	The filing of this statement shall not be construed as an admission that the undersigned is, for the purpose of Section 16 of the Securities and Exchange Act of 1934 or otherwise, the beneficial owner of the securities.
(3)	The options become exercisable in 4 equal annual increments beginning on the first anniversary of the date of grant. The date reported is the first anniversary when a portion of the options first become exercisable.

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